Jeffs’ Brands Enters into Two Strategic Transactions for an Approximate Aggregate Valuation of $23 Million

Rhea-AI Summary

Jeffs' Brands (NASDAQ: JFBR) has announced two strategic transactions valued at approximately $23.4-$26 million. The first transaction involves selling Smart Repair Pro and a 49.1% stake in SciSparc Nutraceutical to Plantify Foods for approximately $11.8 million in exchange for a 75-90% equity stake in Plantify Foods. The second transaction involves the merger of its UK subsidiary Fort Products with Impact Acquisitions Corp, valued at $11.6-$14.2 million, in exchange for 75.02-83.29% ownership of Impact's share capital.

The Plantify Foods transaction is expected to close by July 31, 2025, while the Fort Products merger is anticipated to complete by May 31, 2025. These strategic moves aim to strengthen Jeffs' Brands' position in the Amazon Marketplace while creating significant shareholder value through portfolio diversification and enhanced market presence.

Positive

• Combined transactions value company assets at $23.4-$26 million
• Potential to acquire up to 90% equity stake in Plantify Foods
• Fort Products valued at $11.6-$14.2 million, exceeding minimum required valuation of $9.6 million
• Company will gain controlling stakes in both Plantify Foods (up to 90%) and Impact (up to 83.29%)
• Strategic transactions expected to enhance financial flexibility and market presence

Negative

• Divestment of wholly-owned U.S. subsidiary Smart Repair Pro
• Sale of 49.1% ownership stake in SciSparc Nutraceutical
• Plantify Foods transaction contingent on minimum cash holdings requirement of $207,000
• Both transactions subject to closing conditions and predetermined milestones

Insights

Corporate Finance & M&A Specialist

Jeffs' Brands assets valued at $23-26M through strategic restructuring, giving company controlling stakes in two public entities.

The announcement from Jeffs' Brands represents a significant corporate restructuring that values the company's assets at $23.4-$26 million through two strategic equity-for-equity transactions. Rather than selling assets for cash, the company is executing a sophisticated financial maneuver that will transform its corporate structure and potentially unlock shareholder value.

In the first transaction, Jeffs' is selling Smart Repair Pro subsidiary and its 49.1% stake in SciSparc Nutraceutical to Plantify Foods (a Canadian public company) in exchange for a 75% initial equity position in Plantify Foods, potentially rising to 90% upon meeting specific milestones. This values these assets at approximately $11.8 million, based on a CAD 17.125 million valuation.

Simultaneously, Jeffs' UK-based Fort Products subsidiary (valued at $11.6-$14.2 million by independent analysts) will merge with Impact Acquisitions Corp, a TSX Venture Exchange-listed entity. In return, Jeffs' will receive 75.02% ownership of Impact's share capital, potentially increasing to 83.29% based on performance metrics.

This two-pronged approach effectively creates separate public vehicles for different business lines while maintaining Jeffs' controlling interest in both entities. The strategy allows individual business units to be valued independently in public markets, potentially addressing any conglomerate discount affecting Jeffs' as a whole.

Both transactions are scheduled to close in Q2 2025 (Fort Products by May 31 and Plantify Foods by July 31). Through these moves, Jeffs' is strategically positioning itself with significant influence over multiple public companies while potentially enhancing market visibility and creating additional avenues for future growth and capital raising across different market segments.

Tel Aviv, Israel, May 06, 2025 (GLOBE NEWSWIRE) -- Jeffs’ Brands Ltd (“Jeffs’ Brands” or the “Company”) (Nasdaq: JFBR, JFBRW), a data-driven e-commerce company operating on the Amazon Marketplace, recently announced two significant transactions with two public companies, that collectively value its assets at approximately $23.4 million to $26 million, marking a significant milestone in its global expansion strategy.

Strategic Sale of Key U.S. Assets for an Approximate Valuation $11.8 Million

As previously announced on April 30, 2025, Jeffs’ Brands entered into a definitive agreement with Plantify Foods, Inc. (“Plantify Foods”), a Canadian public company, to sell its wholly-owned subsidiary, Smart Repair Pro, and its 49.1% ownership interest in SciSparc Nutraceutical Inc. (“SNI”), which is currently held by its wholly-owned subsidiary, Jeffs’ Brands Holdings Inc. In exchange, Jeffs’ Brands is expected to receive an initial 75% equity interest in Plantify Foods, with the potential to increase to up to a 90% equity interest in Plantify Foods, upon achieving specific milestones, calculated as of immediately following the closing and based on a valuation of CAD 17.125 million (approximately $11.8 million) for Smart Repair Pro and the minority interest in SNI, and a valuation of CAD 4.85 million (taking into account the full potential consideration and contingent on Plantify Foods having cash holdings of at least CAD 300,000 (approximately USD $207,000). The transaction, which is expected to close by July 31, 2025, expects to strengthen the Company’s financial position and aligns with its focus on high-growth e-commerce opportunities.

Valuation Report of Fort Products for $11.6–$14.2 million

As previously announced on March 13, 2025, further advancing its strategic roadmap, an independent valuation report for Evans & Evans, its wholly-owned U.K.-based subsidiary, Fort Products Limited (“Fort Products”) was received, estimating the fair market of its equity interests value at approximately $11.6 million to $14.2 million, on a controlling, marketable basis, subject to the assumptions and qualifications specified therein. This valuation was obtained in connection with the proposed merger of Fort Products with Impact Acquisitions Corp. (“Impact”), a capital pool company listed on the TSX Venture Exchange, as one of the closing conditions for the proposed transaction is the receipt of a minimum valuation for Fort Products of CAD 14 million (approximately US 9.6 million). Pursuant to the proposed merger, Impact will acquire from the Company 100% of Fort Products’ equity interests in consideration for 75.02% ownership of Impact’s share capital, or up to 83.29% ownership contingent upon meeting predetermined milestones. The merger, which is anticipated to close by May 31, 2025, expects to position Fort Products for enhanced market leadership within the Amazon Marketplace.

Investor Benefits and Strategic Outlook

These transactions underscore Jeffs’ Brands’ commitment to creating shareholder value through strategic asset optimization and targeted growth initiatives. By securing up to 90% and 83.29% equity stakes in Plantify Foods and Impact, respectively, the Company will gain significant influence in high-potential markets while diversifying its portfolio. The combined proceeds and equity positions expect to enhance Jeffs’ Brands’ financial flexibility, aimed to enable further investment in technology and product development to capitalize on the vast potential of the Amazon Marketplace.

About Jeffs’ Brands Ltd

Jeffs’ Brands aims to transform the world of e-commerce by creating and acquiring products sold on Amazon Marketplace and turning them into market leaders, tapping into vast, unrealized growth potential. Through the Company’s management team’s insight into the Fulfillment by Amazon business model, it aims to use both human capability and advanced technology to take products to the next level. For more information on Jeffs’ Brands Ltd visit https://jeffsbrands.com.

Forward-Looking Statement Disclaimer

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate” or other comparable terms. For example, the Company is using forward-looking statements when discussing the transactions, the timing of their completion, the project valuations, ownership percentages, and conditions required for the transaction; the Company’s potential to gain significant influence in high-potential markets while diversifying its portfolio; the combined proceeds from the transaction and equity positions and their potential to enhance the Company’s financial flexibility, enabling further investment in technology and product development; and the Company’s growth, shareholder value, and leadership in the global e-commerce ecosystem. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of the Company’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the Company’s ability to adapt to significant future alterations in Amazon’s policies; the Company’s ability to sell its existing products and grow its brands and product offerings, including by acquiring new brands; the Company’s ability to meet its expectations regarding the revenue growth and the demand for e-commerce; the overall global economic environment; the impact of competition and new e-commerce technologies; general market, political and economic conditions in the countries in which the Company operates; projected capital expenditures and liquidity; the impact of possible changes in Amazon’s policies and terms of use; the impact of the conditions in Israel, including the recent attacks by Hamas, Hezbollah Iran, and other terrorist organizations; and the other risks and uncertainties described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”), on March 31, 2025 and the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Investor Relations Contact:

Michal Efraty
Adi and Michal PR- IR
michal@efraty.com

FAQ

What is the total value of Jeffs' Brands (JFBR) strategic transactions announced in May 2025?

Jeffs' Brands announced two strategic transactions with a combined valuation of approximately $23.4-$26 million, comprising an $11.8 million deal with Plantify Foods and an $11.6-$14.2 million valuation for Fort Products.

What ownership stake will JFBR receive in Plantify Foods after the transaction?

Jeffs' Brands will receive an initial 75% equity stake in Plantify Foods, with potential to increase up to 90% upon achieving specific milestones.

What is the valuation range for Jeffs' Brands' Fort Products subsidiary in the Impact merger?

According to an independent valuation report, Fort Products is valued between $11.6 million to $14.2 million on a controlling, marketable basis.

When are the JFBR strategic transactions expected to close?

The Plantify Foods transaction is expected to close by July 31, 2025, while the Fort Products merger with Impact is anticipated to close by May 31, 2025.

What assets is Jeffs' Brands selling to Plantify Foods?

Jeffs' Brands is selling its wholly-owned subsidiary Smart Repair Pro and its 49.1% ownership interest in SciSparc Nutraceutical Inc. to Plantify Foods.